By Timothy Ramos
Green Bay, Wis.-based Nicolet Bankshares Inc. closed its deal with Neenah, Wis.-based First Menasha Bancshares Inc. on April 28.
Nicolet is the surviving institution, with First National Bank – Fox Valley merging into Nicolet National Bank immediately after the completion of the merger.
The exchange ratio for the deal was $131.50 in cash or a fixed 3.144 shares of Nicolet common stock for every First Menasha share. The election of consideration was subject to proration so that no less than 146,800 shares and no more than 234,900 shares of First Menasha common stock would be exchanged for cash and the exchange ratio subject to fluctuation in the event the Nicolet stock price was less than $33.55 or more than $43.55. Because the Nicolet stock price was $47.52, the exchange ratio was adjusted to 3.126 Nicolet common shares and $47.52 was the value of cash in lieu of any fractional shares. Because the stock merger consideration was oversubscribed, stock elections were prorated.
Nicolet expects to issue roughly 1.31 million common shares and pay about $19.3 million in cash to former First Menasha shareholders. In addition, all outstanding First Menasha restricted stock awards were canceled in exchange for a cash payment equal to the product of the number of First Menasha common shares underlying such awards times $131.50.
Also post-merger, two former First Menasha directors, Dustin McClone and Oliver Smith, joined the boards of the company and the bank, which were both expanded by two additional seats to accommodate the new members.